Recently, an administrative penalty decision disclosed by the China Securities Regulatory Commission (CSRC) showed that the CSRC had filed an investigation and trial on Wang Zhengyu, the former chairman of Lida Stock Company, for illegal information disclosure, restricted transfer of securities during the transfer period, and short-term trading. Decides to order Wang Zhengyu to correct his illegal act of information disclosure, give a warning and impose a fine of 3 million yuan; Wang Zhengyu shall be ordered to make corrections, give warnings and impose a fine of 30 million yuan on the transfer of securities during the period of restriction on transfer; Wang Zhengyu's short-term trading behavior was warned and a fine of 200000 yuan was imposed .
The original text is as follows:
Decision on Administrative Penalty of China Securities Regulatory Commission (Wang Zhengyu)
Party concerned: Wang Zhengyu, male, born in November 1964, resident of Hong Kong Special Administrative Region, address: Huli District, Xiamen City, Fujian Province.
In accordance with the relevant provisions of the Securities Law of the People's Republic of China (hereinafter referred to as the Securities Law), I have investigated and tried Wang Zhengyu's illegal information disclosure, restricted transfer of securities during the transfer period, and short-term trading. In accordance with the law, the parties were informed of the facts, reasons, basis for administrative penalties and the rights enjoyed by the parties according to law, and the parties did not submit statements and defense opinions, nor did they request a hearing. The case has now been investigated and tried.
After investigation, Wang Zhengyu had the following illegal facts:
1. Wang Zhengyu controlled the use of 15 accounts to trade "Lida Shares"
1. In 2020, "Wang Zhengyu" Huafu Securities Account sold 1 of the funds of "Lida Shares". 2.5 million yuan was transferred to "Wang Mooming" Everbright Securities Account and continued to buy "Lida Shares", which was carried out by Wang Mooming and controlled by Wang Zhengyu. The initial capital of
"Xie Mousheng" Huafu Securities Account comes from Wang Zhengyu, who controls the decision-making and mainly operates the transaction by Wang Morong. The initial capital for "Xie Mousheng" Donghai Securities Account to buy "Lida Shares" comes from "Xie Mousheng" Huafu Securities Account to sell "Lida Shares" to transfer funds and Wang Zhengyu to borrow, which is controlled by Wang Zhengyu and operated by Wang Moufeng. 2.3
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2. Wang Zhengyu's illegal acts
of information disclosure (1) When Wang Zhengyu's shareholding ratio reaches 5% and subsequently changes by 1%, he fails to fulfill his reporting and disclosure obligations
as required on April 1, 2020. The account group controlled by Wang Zhengyu holds 13,524,311 shares of "Lida Shares", accounting for 5% of the total share capital of the listed company. Within three days from the date of occurrence of the fact, Wang Zhengyu did not make a written report to the securities regulatory authority under the State Council and the stock exchange, nor did he notify Lida Shares, nor did he make an announcement. After the occurrence of the above
facts, Wang Zhengyu continued to trade "Lida Shares" and did not notify Lida Shares the next day or make a public announcement when his shareholding increased or decreased by 1%.
(2) There are misleading statements
in the Detailed Equity Change Report disclosed by Wang Zhengyu on July 6 and July 13, 2020. In the two Detailed Equity Change Reports disclosed by Wang Zhengyu, only the holding and trading of "Lida Shares" in his own and "Wang Morong" accounts were disclosed. He did not disclose the holding and trading of "Lida Shares" in other accounts under his control, and the information disclosed by Wang Zhengyu was misleading.
3. Wang Zhengyu's transfer of "Lida Shares"
during the restricted transfer period (1) Wang Zhengyu's transfer
during the restricted transfer period after his shareholding reaches 5%. On April 1, 2020, Wang Zhengyu's holding of "Lida Shares" reached 5% of the total share capital of the listed company. Wang Zhengyu has not fulfilled his reporting and disclosure obligations, and continues to trade "Lida shares". As of December 7, 2021, a total of 25,638,153 shares were sold, with a total amount of 337,171,883.
(2) Wang Zhengyu transferred his shares
within 18 months after the completion of the acquisition. It shows that Wang Zhengyu has become the actual controller of the company by holding 98% of the partnership share of Hangzhou Guanghengyu Equity Investment Partnership (Limited Partnership). After the occurrence of this fact, Wang Zhengyu sold his "Lida Shares", and as of December 7, 2021, he had sold a total of 11,509,442 shares, totaling 165,499. 443.
IV. Short-term trading of "Lida Shares"
by Wang Zhengyu From April 2, 2020 to August 2, 2021, Wang Zhengyu, as a shareholder holding more than 5% of the shares of "Lida Shares", sold within six months after buying, or bought again within six months after selling. Among them, 14,446,021 shares were purchased from April 2 to July 3, 2020, with a total amount of 178,340,404.94 yuan; A total of 14,128,711 shares were sold, with a total amount of 171,672,440. A total of 3,473,100 shares were purchased from July 6, 2020 to August 2, 2021, with a total amount of 52,693,376.76 yuan; A total of 11,509,442 shares were sold, with a total amount of 165,499,443.
The above illegal facts are proved by relevant announcements, relevant securities account information, securities trading records, relevant bank account information, inquiry records, exchange calculation data and other evidence, which are sufficient to confirm.
I will consider that Wang Zhengyu failed to submit relevant reports and fulfill the obligation of information disclosure in accordance with the provisions, violated the provisions of Article 63, paragraph 1 and paragraph 3 of the Securities Law, and constituted the acts described in Article 197, paragraph 1 of the Securities Law. The information disclosed by Wang Zhengyu contains misleading statements and violates the provisions of Article 78, paragraph 2, of the Securities Law, which constitutes the act described in Article 197, paragraph 2, of the Securities Law. Since the above two acts are based on the same illegal purpose, the second paragraph of Article 197 shall be applied to punish them.
Wang Zhengyu's transfer during the restricted transfer period after his shareholding reaches 5% violates the provisions of Article 63, paragraph 1, and Article 36, paragraph 1, of the Securities Law, and constitutes the act described in Article 186 of the Securities Law; Wang Zhengyu's transfer of his shares within 18 months after the completion of the acquisition violates the provisions of Article 75 and Article 36, paragraph 1, of the Securities Law and constitutes an act described in Article 186 of the Securities Law. Since the above two behaviors are inclusive, they are treated in a unified way.
Wang Zhengyu, as a shareholder holding more than 5% of the shares of "Lida", has the short-term trading behavior of selling within six months after buying or buying within six months after selling, which violates the provisions of Article 44, paragraph 1, of the Securities Law and constitutes the act described in Article 189 of the Securities Law.
According to the facts, nature, circumstances and degree of social harm of the illegal act of the party concerned, the CSRC decides that:
1. In accordance with the second paragraph of Article 197 of the Securities Law, Wang Zhengyu's illegal act of information disclosure shall be ordered to make corrections, given a warning and imposed a penalty of 3,000 yuan. A fine of 000 yuan.
2. In accordance with Article 186 of the Securities Law, Wang Zhengyu shall be ordered to correct his act of transferring securities during the restricted transfer period, given a warning and imposed a fine of 30,000,000 yuan.
3. In accordance with Article 189 of the Securities Law, a warning shall be given to Wang Zhengyu for his short-swing trading and a fine of 200,000 yuan shall be imposed.
The above parties shall, within 15 days from the date of receipt of this penalty decision, remit the fines to the China Securities Regulatory Commission, the opening bank: Business Department of Beijing Branch of China CITIC Bank, the account number: 7111010189800000162, and the bank shall directly turn over the fines to the State Treasury. A copy of the payment voucher marked with the name of the party concerned shall be submitted to the Office of the Administrative Punishment Committee of the China Securities Regulatory Commission for the record. If the party concerned is not satisfied with the penalty decision, he may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receipt of the penalty decision, or directly bring an administrative lawsuit to the people's court with jurisdiction within 6 months from the date of receipt of the penalty decision. During the period of reconsideration and litigation, the above decision shall not be suspended.
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